Commercial Morality. (Overends) (Continued)

Aus:
The Money Market Review, 6. April 1867. S. 424/425.
Schließen The total number of creditors of Overend etc about 1500, old and new, about 1000, or 2/3 creditors of the old Co., at the time of the transfer. Old Co. carried on their business until 31 July 1865, the new Co commenced business on the following day, 1st August 1865. But according to the recitals in the deeds, the New. Co New Co. formed, and „established and incorporated on and from 12. July, under a memorandum of association with articles thereunto annexed, pursuant to the Cos.’ Act of 1862“, and this was 19 days or nearly 3 weeks before the actual transfer and the commencement of business took place. On 12 July ditto all the terms of arrangements as to the transfer of the old firm to the new Co. definitely arranged. At that time the promoters, who had constituted themselves the directors of the new Co., had become fully aware of the actual state and condition of the old firm. The fraud was complete and entire, on 12 July 1865, before one single shareholder had joined the Co., and before one single application had been made for shares. Whilst the applications for shares, on the false and fraudulent prospectus, were flowing in, the promoters and directors were occupied in maturing the documents by which the fraudulent compact was to be carried out. Darin activ Messrs Young, Jones, Vallings, and Roberts, the solicitors of the old firms, who also acted as the solicitors of the new Co. The prospectus, dated 12 July (and issued on that day) stated that „the deed of covenant in relation to the transfer of the business could be inspected at the offices of the solicitors of the Co.“, but that deed was only executed on July 27. Hitherto believed that although the secret deed was not offered to inspection at all, the deed of covenant was so, whereas it now appears that neither of these deeds executed, also existing, before July 27. Diese deeds, however, bound nobody except the partners of the old firm and promoters and directors of the new Co. On the same 12 July, notices were sent by the partners in the old firm and the promoters and directors of the new Co., in their corporate capacity, apprising the creditors of the old firm of the proposed transfer, and asking their assent to it, and to that transfer they assented. By that assent they released the old firm, and accepted as their debtors the new Co. as then incorporated. In the meantime they fished for shares by false prospectus, but no shares were allotted to any of these applicants until 31 July 1865, and the letters of allotment were not issued to them until 3d August, and the scrip certificates not until about a month after that. The register of shareholders would not be completed for a further period, and the share certificates were not issued until February, 1866. To whom then were the creditors giving credit during all this interval? Not to the socalled shareholders, but to the members incorporated on 12 July.

Aus:
The Money Market Review, 6. April 1867. S. 435.
Schließen  „1915“ ist das Pseudonym eines Verfassers einer Reihe von Leserbriefen an die „Money Market Review“.
Schließen 1915 remarks that Gordon nun eliminated von 2 aus 7 Cos., nämlich Ebbw Vale Co. und Société Financière d’Egypte. Henry Edmund Gurney is 1 director und 2 trustees; sein Bruder, Samuel Gurney, in virtue of his seniority in the family, is one president, 2 trustees, 9 directors. Is this not pretty well for 2 individuals, who, as hopelessly insolvent debtors at once in Overend etc (Lim.) und Norwich Bank, and many more concerns besides, cannot creditably hold one farthing of the requisite qualification in any of the cases cited?